Commissioners                                             Tay Yoshitani 
Gael Tarleton 
Chief Executive Officer 
Commission President 
Tom Albro                          P.O. Box 1209 
Bill Bryant                           Seattle, Washington 98111 
John Creighton                      www.portseattle.org 
Rob Holland                          206.787.3000 
Audio and video recordings of the meeting proceedings and meeting materials are available on the
Port of Seattle web site  www.portseattle.org. The approximate point in the video recording for each
agenda item is identified by hours, minutes, and seconds; example: 00:01:30. 
APPROVED MINUTES 
COMMISSION SPECIAL MEETING NOVEMBER 6, 2012 
The Port of Seattle Commission met in a special meeting Tuesday, November 6, 2012, at Port of
Seattle Headquarters, Commission Chambers, 2711 Alaskan Way, Seattle, Washington. 
Commissioners Albro, Holland, and Tarleton were present. Commissioners Bryant and Creighton 
were absent. 
1.   CALL TO ORDER 
The special meeting was called to order at 11:05 p.m. by Gael Tarleton, Commission President. 
2.   EXECUTIVE SESSION pursuant to RCW 42.30.110 
None. 
PLEDGE OF ALLEGIANCE 
(00:01:22)  ANNOUNCEMENTS 
Commissioner Tarleton announced the creation of an outside advisory committee to work with the
Commission on reconstituting a semi-independent panel to advise the Commission on revision of
its Code of Ethics in accordance with the recommendations presented to the Commission in public
session on October 23, 2012, and stated it was the Commission's intention to take action by the
end of November. 
Chief Executive Officer Tay Yoshitani thanked the Commission for requesting independent review
of the legal basis for a finding of no actual, potential or apparent conflict of interest with respect to
the CEO's outside board positionwith Expeditors International. He stated that at the t ime the
provision for serving on outside boards was incorporated into his retention agreement, there was
no plan to pursue any particular board membership. He commented on his interest in private
board participation in general and the steps taken to ensure that no actual or perceived conflict of
interest would arise from his serving on the Expeditors International Board of Directors, including
his own review of the company's business and further review by General Counsel Craig Watson.
He commented on the controversy surrounding his board membership and ways to avoid similar
distractions in the future, including his concurrence with the recommendation of Former Chief




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TUESDAY, NOVEMBER 6, 2012 
Justice Gerry Alexander that Commission approval of particular independent board memberships 
be required in the future. Mr. Yoshitani indicated his willingness to amend his current retention
agreement to include such a provision going forward. In light of Mr. Alexander's report, Mr.
Yoshitani noted that he would continue to serve on the Expeditors International Board of Directors
using his private time and resources and that he would continue to protect the public interest while
serving as the Port's CEO and noted his long career in public service with a reputation of integrity. 
3.   (00:06:19)  APPROVAL OF MINUTES 
Special meeting of September 11, 2012. 
Motion for approval of minutes for the special meeting of September 11, 2012  Albro 
Second  Holland 
Motion carried by the following vote: 
In Favor: Albro, Holland, Tarleton (3) 
Absent for the vote: Bryant, Creighton 
4.   SPECIAL ORDER OF BUSINESS 
4a.  (00:07:06)  Commission Activities Report. 
Presentation document(s): Commission agenda memorandum dated October 31, 2012, provided
by Mary Gin Kennedy, Director of Commission Services. 
Commissioner Holland noted Commission participation in the 2012 Regional Leadership
Conference, including emphasizing the Century Agenda; participation in the Governor's Trade
Mission to India and South Korea; and speaking at a ceremony recognizing the inaugural call of
Cosco's M.V. Guangzhou, the second largest vessel ever to visit the Port, at Terminal 46. 
5.   (00:08:37)  UNANIMOUS CONSENT CALENDAR 
[Clerk's Note: Items on the Unanimous Consent Calendar are considered routine and are not
individually presented or discussed; however, the  Port Commissioners receive the request
documents for review prior to the meeting and have an opportunity to remove items from the
Consent Calendar for separate discussion and vote in accordance with the Commission bylaws.] 
5a.  Authorization for the Chief  Executive Officer to direct staff to develop design
documents, apply for permits, and prepare construction documents as part of the
Terminal 46 Dock Rehabilitation project for an estimated cost of $1,797,000, bringing
the total authorized cost of this project to $1,854,000.  The total project cost is
estimated at $24,064,000. 
Request document(s): Commission agenda memorandum dated October 29, 2012, and computer
slide presentation provided by Scott Pattison, Seaport Asset Manager, and Curtis Stahlecker,
Capital Project Manager.







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TUESDAY, NOVEMBER 6, 2012 
5b.  Authorization for the Chief Executive Officer to:  (1) advertise for construction bids,
execute construction contracts, and fund the construction phase to complete the Pier
66 Apron Pile-Wrap Project in an amount not to exceed $2,843,000 of a total estimated
project cost of $3,010,000; and (2) advertise for construction bids, execute construction
contracts, and fund the construction phase to complete the Pier 69 North Apron
Corrosion Control Project in an amount not to exceed $4,800,000 of a total estimated
project cost of $5,100,000. The total amount requested for both projects is $7,643,000
and the total cost of both projects is $8,110,000. 
Request document(s): Commission agenda memorandum dated October 29, 2012, and computer
slide presentation provided by Mike McLaughlin, Director, Cruise and Maritime Operations; Nick
Milos, Pier 69 Facility Manager; Fred Chou, Project Manager, Seaport Project Management; and
Catherine Chu, Project Manager, Seaport Project Management. 
5c.  Authorization for the Chief Executive Officer to:   (1) re-advertise and execute
construction contracts for the Security Access Control Door Additions project at Seattle-
Tacoma International Airport; (2) increase budget by $480,000 for a total estimated
project cost of $2,280,000; and (3) transfer $800,000 of budget and scope from the
Security Access Control Door Additions Project (CIP #C800414) to the NorthSTAR North
Satellite Renovation and North Satellite Transit Station Lobbies project. 
Request document(s): Commission agenda memorandum dated October 26, 2012, provided by
Wayne Grotheer, Director, Aviation Project Management Group, and Wendy Reiter, Director,
Aviation Security and Emergency Preparedness. 
5d.  Authorization for the Chief Executive Officer to execute up to two indefinite delivery,
indefinite quantity consulting contracts for transportation planning, analysis, review,
conceptual design, and strategic advisory services, for a combined value not to exceed
$500,000 and for a contract ordering period of four years. There is no funding request
associated with this authorization. 
Request document(s): Commission agenda memorandum dated October 30, 2012, provided by
Geri Poor, Manager, Regional Transportation, Public Affairs, and Christine Wolf, Transportation
Program Planner, Seaport Leasing and Asset Management. 
5e.  Authorization for the Chief Executive Officer to proceed with the Concourse C Vertical
Circulation project, prepare design documents, and use Port crews to support site
investigation needed to develop the contract documents. The amount of this request is
$3,155,000, and the total project cost is $19,300,000. 
Request document(s):  Commission agenda memorandum  dated October 29, 2012,  and
Concourse C diagram provided by Michael Ehl, Director, Airport Operations, and Wayne Grotheer,
Director, Aviation Project Management Group. 
5f.   Authorization for the Chief Executive Officer to issue Change Order No. 023 for the Bus
Maintenance Facility project to grant a no-cost time extension of 151 calendar days to
the contract completion date.  Upon approval of this change order, the new contract






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TUESDAY, NOVEMBER 6, 2012 
completion date will be July 13, 2012. No additional funds are requested as this is a
no-cost change order. 
Request document(s): Commission agenda memorandum dated October 26, 2012, provided by
Ralph Graves, Managing Director, Capital Development, and Janice Zahn, Assistant Director of
Engineering  Construction Services. 
5g.  Authorization for the Chief Executive Officer to advertise, award, and execute a major
construction contract in an amount not to exceed $650,000 to construct a new Virgin
America airline ticket office at Seattle-Tacoma International Airport.  No additional
funding is required for this authorization as the increased cost can be absorbed within
the total authorized project budget. 
Request document(s): Commission agenda memorandum dated October 29, 2012, provided by
Michael Ehl, Director, Airport Operations, and Wayne Grotheer, Director, Aviation Project
Management Group. 
5h.  Authorization for the Port of Seattle to contribute $50,000 in funding to the Duwamish
Transportation  Management Association for a community and business outreach
program related to freight, transportation, and mitigation needs for the Port's terminals
and within the Duwamish Manufacturing Industrial Center. 
Request document(s): Commission agenda memorandum dated October 31, 2012, Duwamish
Transportation Management Association letter dated September 28, 2012, and Port funding
application provided by Mary Gin Kennedy, Director of Commission Services. 
Motion for approval of consent items 5a, 5b, 5c, 5d, 5e, 5f, 5g, and 5h  Holland 
Second  Albro 
Motion carried by the following vote: 
In Favor: Albro, Holland, Tarleton (3) 
Absent for the vote: Bryant, Creighton 
(00:09:25)  PUBLIC TESTIMONY 
As noted on the agenda, public comment was received from the following individual(s): 
Susan Kostoff, Senior Project Manager for Alaska Airlines. Ms. Kostoff commented in
support of agenda items 5e and 6b, related to Concourse C vertical circulation and North
Satellite baggage system, respectively. 
6.   DIVISION, CORPORATE, AND COMMISSION ACTION ITEMS 
6a.  (00:12:17)  Authorization for the Chief Executive Officer to advertise and execute a
major construction contract, and to execute a contract to provide environmental
consultant services for a removal action (cleanup) at the T-117 Early Action Area
cleanup site required under an Administrative Settlement Agreement and Order on
Consent that the Port entered into on June 8, 2011.





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TUESDAY, NOVEMBER 6, 2012 
Request document(s): Commission agenda memorandum dated October 29, 2012, and settlement
agreement and order on consent provided by Kathy Bahnick, Manager, Remediation Programs;
Roy Kuroiwa, Senior Environmental Program Manager; and Ticson Mach, Construction Capital
Project Manager. 
Presenter(s): Mr. Kuroiwa. 
The Commission received a presentation that included the following information: 
The authorization is in support of an early action clean-up at Terminal 117; 
The Commission authorized execution of the administrative settlement agreement and
order on consent on May 24, 2011; 
The U.S. Environmental Protection Agency has approved project design deliverables; 
Cleanup construction will include excavation of approximately 50,000 cubic yards of
upland soil and approximately 10,000 cubic yards of contaminated river sediment; 
A comprehensive approach to communication with the South Park neighborhood during
the project is planned; 
Funding for the project is outlined in the 2012 plan of finance and provided for in the
annual environmental remediation liability authorization, which carries forward into 2013;
and 
The authorization includes advertisement and execution of a major construction contract
to conduct the cleanup and execution of a professional services contract for
environmental compliance support for the cleanup work, including one year of operation
and maintenance monitoring. 
Motion for approval of item 6a  Albro 
Second  Holland 
Motion carried by the following vote: 
In Favor: Albro, Holland, Tarleton (3) 
Absent for the vote: Bryant, Creighton 
6b.  (00:16:34)  Authorization for the Chief Executive Officer to proceed with the North
Satellite Refurbish Baggage System project; direct staff to prepare design documents;
and use Port crews to support site investigation needed to develop the contract
documents. The total amount of this request is $3,760,000, and the total projected cost
is $22,000,000. 
Request document(s): Commission agenda memorandum dated October 29, 2012, and baggage
screening system diagram provided by David Soike, Director, Aviation Facilities and Capital
Program, and Wayne Grotheer, Director, Aviation Project Management Group. 
Presenter(s): Mr. Soike and Mr. Grotheer.



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TUESDAY, NOVEMBER 6, 2012 
The Commission received a presentation that included the following information: 
The North Satellite Refurbish Baggage System project is part of the airline realignment; 
The existing tunnel that provides baggage to the North Satellite was built in 1970; 
Since there is no room in the existing tunnel to accommodate a bidirectional system,
bags on this system only travel to the satellite, and a transfer point will be added at the
North Satellite so baggage bound for connecting flights can be processed more quickly; 
Additional baggage handling facilities will be included in the satellite, and sortation in the
main terminal will be streamlined by the project; 
Alaska Airlines has been actively involved in the project and the Airport and Alaska have
agreed on project priorities; 
The project consists in refurbishment of existing system components and limited rerouting
of systems with no effect on security systems since the bags have already been
screened before they enter the subject system; 
An existing indefinite delivery, indefinite quantity contract will be used for project design;
and 
Staff will return for construction authorization after completion of design. 
In response to Commissioner Albro, Mr. Soike described the efforts of Port staff to successfully
prolong the useful life of assets like baggage conveyors. Commissioner Tarleton commented on
the complicated nature of the Airport's baggage handling system. 
Motion for approval of item 6b  Holland 
Second  Albro 
Motion carried by the following vote: 
In Favor: Albro, Holland, Tarleton (3) 
Absent for the vote: Bryant, Creighton 
7.   STAFF BRIEFINGS 
7a.  (00:24:58)  Follow-up on the Tax Levy Briefing. 
Presentation document(s):  Commission agenda memorandum dated October 24, 2012, and
computer slide presentation provided by Elizabeth Morrison, Director, Corporate Finance. 
Presenter(s): Ms. Morrison; Boni Buringrud, Manager, Seaport Finance and Budget; Dan Thomas,
Chief Financial and Administrative Officer; and Joe McWilliams, Managing Director, Real Estate
Division. 
The Commission received a presentation that included the following information in response to
requests and inquiries made at the October 23, 2012, special meeting: 
Variances from forecast for the tax levy balance for 2012 included $14 million
attributable to differences in timing related to the Eastside Rail Corridor; $1 million in
grant funding for environmental remediation liabilities attributable to absolute savings;
$8 million in environmental remediation liabilities attributable to timing differences;

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TUESDAY, NOVEMBER 6, 2012 
$2 million in absolute CIP savings; and $8 million in CIP savings attributable to timing
differences; 
Variances for the Fishermen's Terminal net sheds are attributable to changes in the net
sheds project and the change in accounting for funding as an expense project over two
years; and 
Options for contributing to the Alaskan Way Viaduct replacement project that reflected
different levels of cash contribution versus bond proceeds were presented. 
The following information related to the Real Estate Division 2013-2022 forecast was presented: 
Assumptions for forecast of net operating income include commercial property
occupancies consistent with 2013 budget, recreational boating occupancies growing
slowly, Consumer Price Index increases for revenue and expenses at 2.5 percent,
completion of the deferred maintenance program in 2013, and annual increases for
Corporate and Capital Development Divisions of 4.5 percent for each of the 10 years; 
Negative forecast numbers in the Real Estate Division net operating income forecast
related to divisional expense allocations represent the structure by which Maintenance
and Facilities services are contained in the Real Estate Division, although they allocate
costs for service to other divisions; 
Improvements between 2013 budget and 2014 forecast represent completion of deferred
maintenance completion and improvements between 2014 and 2015 forecast represents
completion of the net shed compliance project; 
Shilshole Bay Marina contributes 92 percent of the 10-year revenue for recreational
boating with a low proportion of expense to revenue; 
Fishermen's Terminal represents revenue of $26 million in the 10-yearforecast for
fishing and commercial business lines; 
Revenue in the Real Estate Development and Planning category reflect forecasted
revenue from the Terminal 91 uplands; 
A capital budget summary through 2022 was presented that reflected work identified in
the Fishermen's Terminal condition assessment; and 
Ongoing capital support for the Real Estate Division from the tax levy is driven by needs
at Fishermen's Terminal and the need to offset revenue bond debt service. 
Commissioner Albro recommended that Corporate allocations should be held close to 20.6 percent
of top-line revenue. Commissioner Tarleton commented on the possibility for Corporate costs to
be forecasted to grow at 2.5 percent through 2018. 
In response to Commissioner Albro's question about the timing of the Fishermen's Terminal 25-
year plan, Mr. McWilliams noted that market conditions are improving slowly and that the next
version of the plan would be presented in the spring of 2013 and would take into consideration the
outcome of the pilot project for code compliance in the Fishermen's Terminal net sheds.
Commissioner Tarleton commented on the value of maintaining Fishermen's Terminal as the home
port for the North Pacific Fishing Fleet.  Mr. Yoshitani commented on the need for workforce
development in the fishing and maritime sector to take advantage of the upcoming needs for
fishing vessel replacement and refurbishment over the next few years.




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TUESDAY, NOVEMBER 6, 2012 
The following information was presented regarding alternative scenarios for cash flow of the tax
levy presented on October 23, 2012: 
The basic option continues the levy at $73 million, funds general obligation bond debt
service, various projects, and Real Estate Division capital and operating expenses; 
Sources and uses of the tax levy in the basic scenario were presented; 
General obligation  bond debt service for the Alaskan Way Viaduct Replacement
assumes a bond issuance to cover $250 million of project costs; 
There is $36 million in the Transportation and Infrastructure Fund as of the end of 2012
of which $35 million is available for Viaduct replacement; 
Tax levy cash flow over 10 years based on the basic option results in total uses of $912
million and a negative tax levy fund balance of $121 million; 
The second scenario presented on October 23 adds $24 million to the cash contribution
to the Viaduct replacement; 
Scenario no. 3 is based on the assumptions for scenario no. 2 and factors in annual
environmental recoveries of $2 million, property sales of $7 million, and an excess fund
balance of $24 million; 
Scenario no. 4 takes into account the factors of scenario no. 3 and also factors additional
10-year environmental costs of $50 million and property acquisitions of $20 million; 
The four scenarios were presented side by side in terms of options for contribution to the
Viaduct replacement, funding gaps resulting from maintaining the tax levy at $73 million,
the percentage tax levy increase needed to close the funding gap, the amount of the levy
in each case for 2013, and the percentage tax levy increase needed each year in order
to close the gap if increase of the tax levy were postponed to 2014; 
Scenarios no. 3 and 4, as revised based on a 30-percent reduction of Real Estate capital
spending, were presented, showing smaller tax levy funding gaps in 2022 and lower
percentage increases needed to close the gap; 
The revised version of the four tax levy scenarios did not incorporate additional negative
outcomes such as changes in Seaport business and additional environmental costs; and 
Staff recommendations include an additional deposit of $24 million to the Transportation
and Infrastructure Fund, increase of the tax levy in 2013 by three percent to $75.2
million, and adopting a long-term planning assumption that the levy will increase by three
percent annually that can be reviewed and adjusted annually depending on actual
circumstances. 
Commissioner Holland commented on the potential for the Port to increase overall revenue. Mr.
Yoshitani noted that the $121 million deficit in the tax levy fund balance over 10 years corresponds
to the amount the Port will spend on the debt service on general obligation bonds to help fund the
Viaduct replacement project.  Commissioner Tarleton stated her preference to deposit the
additional $24 million to the Transportation and Infrastructure Fund.
7b.  (01:37:23)  2013 Salary and Benefits Resolution Briefing. 
Presentation document(s): Commission agenda memorandum dated October 26, 2012, salary
range structure, and computer slide presentation provided by Tammy Woodard, Assistant Director,
Human Resources and Development  Total Rewards.

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TUESDAY, NOVEMBER 6, 2012 
Presenter(s): Ms. Woodard. 
The Commission received a presentation that included the following information: 
There are 925 employees, which is approximately 52 percent of Port employees,
covered by the salary and benefits resolution; 
The resolution establishes a merit-based pay-for-performance system as the basis for
employee pay increases; 
Port staff researches current market pay levels for non-union staff and expected market
pay increases by local public and private employers when proposing changes to the
resolution; 
In 2012, the Total Rewards philosophy was introduced and finalized and review of plans
and benefits revealed that they align well with the philosophy; 
2012 market pay increases were anticipated to be 3.1 percent and actually came out to
about 2.8 percent; 
Salary ranges were increased by two percent in 2012 and health care cost containment
measures continue; 
Port health care cost increased in each of the last three years at less than three percent
compared to the overall health care cost trend of 6-8 percent; 
Considerations of the current economic environment, increases to employee medical
premiums, and 2013 increases to Public Employee Retirement System rates were noted; 
Port salary ranges are currently one percent below market average and surveys report
an anticipated average pay increase for 2013 of 2.9 percent; 
Anticipated cost of living increases for local public employers is estimated between zero
and 3.3 percent and total pay increases are estimated between zero and 11.4 percent; 
Anticipated pay increases for Port represented employees are estimated at
approximately 2.7 percent; 
The resolution also defines the 2013 holiday schedule, reduces the accumulation limit for
paid time off from 700 to 60 hours, and updates benefits eligibility to align dental benefits
with medical eligibility; and 
A 2.0 percent increase to the salary range structure is proposed. 
Commissioner Holland commented on the value of health care benefits as a perquisite of public
employment and stated his interest in keeping employee health care premiums flat for 2013. In
response to Commissioner Tarleton, Mr. Thomas noted that prior to 2010 Port employees did not
pay any health care premium. He stated that employee cost sharing in medical premiums is
embedded in the 2013 budget assumptions. Commissioner Holland requested information on the
result of maintaining employee premiums static in 2013 and on the effect of new federal health
care legislation on Port health care costs. Commissioner Tarleton commented on the importance
of predictability in health care costs for employees. 
8.   NEW BUSINESS 
None.

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TUESDAY, NOVEMBER 6, 2012 
9.   POLICY ROUNDTABLE 
None. 
10.  ADJOURNMENT 
There being no further business, the special meeting was adjourned at 1:15 p.m. 

Rob Holland 
Secretary 
Minutes approved: January 22, 2013.